Item 5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Reorganization of Executive Functions
On January 17, 2019, Legacy Education
Alliance, Inc. (the “Company”) issued a press release announcing the reorganization of its board of directors
(the “Board”) and management leadership team. As part of the reorganization, James E. May, the Company’s
current Senior Vice President and General Counsel was appointed as Interim Chief Executive Officer (“ICEO”), and
current executives Iain Edwards and Martin Foster were named as Co-Presidents of the Company. Current Chief Executive Officer
(“CEO”), Anthony C. Humpage was named Chairman of the Board. James K. Bass resigned as Chairman but will remain
on the Board. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Appointment of Anthony
C. Humpage as Chairman.
Effective January 15, 2019, the Board elected Anthony C. Humpage, 63, as Chairman. Current Chairman
James K. Bass will remain on the Board. In order to focus on his new responsibilities as Chairman, Mr. Humpage resigned from his
position as the Company’s Chief Executive Officer, a position he had held since November 10, 2014, and as CEO of the Company’s
subsidiaries. Mr. Humpage was CEO of the Company’s predecessor since September 4, 2012, until that time, and a member of
the board of directors of the Company’s predecessor since May 23, 2012. Mr. Humpage will continue to provide services to
the Company as Chairman under the terms of his September 2013, employment agreement; there will be no change in his compensation
thereunder. Mr. Humpage is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of James
E. May as ICEO
.
Effective January 15, 2019, the Board appointed Mr. May, 63, as Interim Chief Executive Officer of
the Company. Upon the assumption of his position as ICEO, Mr. May resigned as Senior Vice President and General Counsel. Mr. May
previously served as the Chief Administrative Officer of the Company’s predecessor since September 2009, and as the General
Counsel of the Company’s predecessor since May 2009. Mr. May joined the Company in June 2007 as Assistant General Counsel.
Prior to joining the Company, he held the position of Associate General Counsel with Gateway Computers, and Vice President, Deputy
General Counsel with Blockbuster Videos, Inc.
Mr. May will continue to
provide services to the Company as CEO under the terms of his September 2013 employment agreement; there will be no change
in the compensation thereunder. There are no family relationships between Mr. May and any director or executive officer of
the Company, and Mr. May is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Iain
Edwards and Martin Foster as Co-Presidents.
Effective January 15, 2019, the Board appointed Iain Edwards and Martin Foster
as Co-Presidents of the Company. Prior to his appointment as Co-President, Mr. Edwards, 50, served as Senior Vice President in
charge of the Company’s Property Development Division. Mr. Edwards served as the Company’s Chief Operating Officer
from November 10, 2014 until March 2018. Mr. Edwards served as the Chief Operating Officer of the Company’s predecessor since
May 2013. Mr. Edwards joined the Company in 2002 as general manager of the Company’s U.K. office, and was promoted to U.K.
Managing Director in 2004 and to President of International Operations in 2006. Mr. Edwards served time in the British Army in
various capacities. Mr. Edwards holds a B.A. in Business Studies from the University of Greenwich, London (1991).
Mr. Foster, 45, joined the Company in April 2002 as Event
Manager of the UK division. During his time with the Company he has held several positions including UK Operations Manager,
UK General Manager and most recently Vice President of the UK and International divisions. Mr. Foster studied Business
through UNISA and IT through both Microsoft and Compaq.
Messrs. Edwards and Foster will continue to provide services
to the Company as Co-Presidents under the terms of their respective October 2013 employment agreements; there will be no
change in the compensation of Mr. Edwards, or Mr. Foster thereunder. There are no family relationships between Mr. Foster or Mr.
Edwards and any director or executive officer of the Company, and neither Mr. Foster or Mr. Edwards is a party to any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.